TERMS OF USE
Commercial Users
These Terms of Use apply to Commercial use of the following CAS solutions:
BioFinder Discovery PlatformTM and BioFinderTM
These Terms of Use set forth the terms under which CAS, a division of the American Chemical Society (ACS), grants
to your organization a license to access and use the CAS product(s) set forth above to which you subscribe, together
with all content, features, functionality and modules accessible in, and through, such product(s) (hereinaftercollectively the “Product”).
By using the Product, you accept and agree to be bound by these Terms of Use. CAS and Licensee may each bereferred to herein as a "Party" or, collectively, as the "Parties."
1.

DEFINITIONS.
a.

Eligible Site. A single location or address of a Licensee facility with business operations that are greaterthan fifty percent (50%) owned by Licensee as of the effective date of the Order. An affiliate may qualify as
an Eligible Site, provided that the affiliate is greater than fifty percent (50%) owned by Licensee. Eligible
Sites are set forth in the Order. If Licensee has an active SciFinder license as of the first day of the ProductTerm, then Eligible Site shall mean all currently participating SciFinder Eligible Sites as of such date.

b. Key Contact. A Named User designated by Licensee as the administrative point of contact.
c.

License. Licensee’s right to use the Product as set forth in these Terms of Use.

d. Licensee. The legal entity listed on the Order licensing Product access.
e.

Named User. A current employee of Licensee, and contractor(s) and consultant(s) provided suchcontractor(s) or consultant(s) are accessing and using the Product solely for private, internal purposes related
to Licensee’s business. Each Named User is assigned, or obtains via self-registration, a unique Product
Username and password.

f.

Order. The Product licensing document(s), including, but not limited to, Product quotes, proposals, orders,
agreements and amendments to any of the foregoing, which set forth the details of Licensee’s purchase of
Product access. Product Orders are incorporated herein by reference and made a part of these Terms of
Use.

g. Personal Data. Named User information, which may include: name (including honorific), title, user ID,
security questions/answers, organization name, geographic location, IP address and other HTTP header
information, phone number, email address, and other information collected from a Named User.
h. Restrictions. Product use and access requirements and limitations set forth in these Terms of Use,
including, but not limited to, management of Usernames, reasonableness of use, and prohibited uses
described in Section 6.

2.

i.

Term. The initial period of the License, as set forth in the Order, or a subsequent renewal period in which
Licensee has an authorized license to use the Product.

j.

Username. A unique account identifier assigned to an individual Named User that is used, in conjunction
with a password, to access the Product.

LICENSE. CAS grants Licensee a non-perpetual, non-exclusive License to use the Product at each Eligible
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Site subject to these Terms of Use. The Product may be used only by Named Users for private, internal purposes
related to Licensee’s business. Licensee’s right to use the Product is completely stated in these Terms of Use,and Licensee has no other or any additional rights.
If Licensee’s Product license includes access to the CAS API, such access, including the number of Named
Users permitted to utilize the CAS API and maximum API calls during the Term will be set forth in the Order.
When Licensee’s Product license includes access to the CAS API, the CAS API Terms of Use, available atwww.cas.org/legal, are incorporated herein by reference.
Some Product content, features and functionality are enhanced, or only accessible, through SciFinder.
Therefore, to ensure complete access to all Product content, features and functionality, Licensee must maintaina separate, paid license to SciFinder. In instances where Licensee is accessing SciFinder, whether directly or
redirected from the BioFinder platform, such access is subject to the applicable SciFinder Terms of Use atwww.cas.org/legal. If Licensee does not maintain its SciFinder license throughout the Term, Licensee
understands some Product content, features, and functionality will be impacted, and Licensee’s use of the
Product may be materially limited. Licensee’s cancellation of its SciFinder license during the Term will notentitle Licensee to a right to either cancel its Product license or a pro rata refund as a result of decreased
access to certain portions of Product content, features or functionality.
3.

TERM. The initial Term of the License is set forth in Licensee’s initial Product Order. The License shall
automatically renew for a term equal to the immediately preceding Term. Licensee must notify CAS in writingat least thirty (30) days in advance of renewal if Licensee does not desire to continue using the Product following
the end of a Term.

4.

LICENSE FEES. License fees (“License Fees”) are set forth in Licensee’s Order. License Fees for each Term arebased on historical Product needs, if any, and an assessment of future Product needs as known and agreed
between the Parties at the time of the assessment. If assessed parameters change during a Term leading to asignificant increase in Product needs, Licensee is obliged to inform CAS immediately and the Parties agree totimely renegotiate License Fees in good faith. Such parameters include, but are not limited to, cancelling accessto commercial vendor database subscriptions or products, transferring usage from other commercial vendor
database subscriptions or products to the Product, adding sites, mergers, and acquisitions.
License fees do not include access to SciFinder. To access Product content, features and functionality enhanced,
or only accessible, through SciFinder, Licensee must purchase a separate subscription to SciFinder and maintainsuch subscription for the duration of the Product Term.
CAS will provide Licensee with renewal License Fees in writing, at least sixty (60) days prior to the end
Licensee’s initial Term and each subsequent renewal Term. CAS’ intent is to provide Licensee with subsequent
renewal fees consistent with the standard Product price increase provided to all Product customers. This
assumes that Licensee’s Product needs do not change significantly during the current Term.

5.

PAYMENT. Unless otherwise set forth on the invoice, all payments shall be made in US Dollars. Licensee
agrees to pay all invoiced amounts in accordance with payment terms set forth on the invoice. Licensee may
not change the type of currency during the Term. License Fees are non-refundable.
CAS reserves the right to disable Product access until receipt of full License Fee payment. If Licensee hasrequested and CAS has approved providing Licensee’s invoice to a third party for payment, in the event suchthird party fails to submit payment to CAS, Licensee remains fully liable for the amount of the unpaid License
Fees.

6.

PRODUCT USE.
a. Assignment & Individual Use of Username. Licensee shall either submit in writing the request for
assignment of Usernames to help@cas.org, or obtain a Username and password via self-registration. For
Licensees in Japan, please submit written requests to CAS’ agent in Japan, or obtain a Username andpassword via self-registration. The creation of generic usernames, such as “chemistrylibrary@“, isprohibited. Each Named User may use only the Username and password assigned to them or obtained via
self-registration and may not share their Username or password with any other person.
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b. Reasonableness of Use. CAS will monitor the volume of searching and downloading activity of Licensee’sNamed User population on a routine basis, for the purposes of (i) benchmarking “average” use, noting any
significant variance in patterns of usage of Licensee’s Named User population or particular Named User(s),and (ii) ensuring compliance with these Terms of Use. CAS may ask the Key Contact and the NamedUser(s) involved to discuss with CAS any usage pattern(s) CAS questions and, if necessary, work with
CAS to reach a solution if a problem is uncovered.
If CAS determines that use is excessive or violates these Terms of Use, CAS may (i) de-activate
Username(s) at issue and bar the Named User(s) associated with such Username(s) from using the
Product, or (ii) terminate the License in its entirety. CAS prefers to resolve these types of issues with
Licensee without de-activating Usernames or terminating the License in its entirety and will use reasonable
efforts to do so. For purposes of this section, “excessive” shall include (i) use, search activity, downloa ding
and/or exporting that is materially greater than, or different from, typical use patterns of searching,
downloading or exporting, and/or (ii) activity that is indicative of an otherwise manual process being
automated.
c. Prohibited Uses. Licensee and its Named Users shall not:i. Create or compile, directly or indirectly, manually, via automated programing, or otherwise (e.g., ascript written to extract and download any data within the Product in batches), a collection,compilation, database or directory from the Product;
ii. Use any script/macro to automate an otherwise manual process, including but not limited to, an
attempt to login to the Product utilizing an automated process;iii. Use the Product for the purposes of machine learning, algorithmic development, testing or enhancing,or any other artificial intelligence purposes;
iv. Redistribute to third parties, whether for commercial gain or otherwise, or in any other way
commercially exploit the Product;
v. Use the Product in conjunction with federated search tools, or for any other purpose, including but notlimited to distribution of the Product by assignment, sale, sublicense, loan or other means of transfer
to any third party, or any commercial use, whether paid or unpaid;
vi. Reverse assemble, decompile, reverse engineer, modify, enhance, adapt, create derivative works orotherwise attempt to derive source code from (or the underlying ideas, algorithms, structure ororganization of) the Product.
vii. Create, use or input any content or other information accessed in or through the Product into any
Large Language Model (LLM) or related technology regardless of whether such LLM is public or
private. If Licensee or a Named User requires access to content or other information accessed in or
through the Product for such purposes, please contact CAS Services to discuss available service
options.
d. Compliance. Licensee will use reasonable efforts to ensure that only Named Users have access to the
Product and use the Product in accordance with these Terms of Use. Licensee acknowledges the CAS/ACS
copyright and ownership interests in the Product, that the Product is a principal product of CAS, and theimportance to ACS and CAS of maintaining these rights in the Product. Licensee will exercise reasonable,
good faith efforts to:i. Inform Named Users of the Restrictions and to enforce the Restrictions;ii. Monitor usage of the Product for compliance with these Terms of Use and the Restrictions, and notify
CAS immediately of any suspected violation by any user;iii. Investigate with CAS any violation or suspected violation of any of the Restrictions, whether by aNamed User or unauthorized user; andiv. Cooperate with CAS in the resolution of the matter.
Licensee agrees, at CAS’ request, to review from time to time with CAS the efforts described above and to
make such changes thereto as may be reasonably necessary. Licensee will be responsible for any failure on
its part to act in compliance with these Terms of Use.
e.

Customer Support. Named Users may request CAS Customer Center support during regular service hours
at no additional charge. If Licensee is located in Japan, Licensee may also contact CAS’ local agent inJapan for customer support.
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f.

Product Updates. Product content, features, functionality and modules may be modified, added, or
removed during the Term at the discretion of CAS provided such modifications, additions or removals do
not materially impede Licensee’s Product use. Should CAS add or develop additional features,functionality, modules or content during a Term, CAS, in its sole discretion, may decide whether to provide
Licensee with access to such files or additional features, functionality, or modules and may require thepayment of additional fees. Additional fees will not be assessed except upon Licensee’s confirmation of
acceptance of such additional fees. This Section shall not apply to Product use that is materially impeded
as a result of Licensee’s failure to maintain a SciFinder license through the Term.

g. Product Pilots. If Licensee is accessing and using the Product as part of a Product Pilot, CAS grants
Licensee a non-perpetual, non-exclusive License to use the Product for the limited duration of the agreed
pilot period and subject to these Terms of Use, and any additional pilot documentation (“Pilot
Documentation”). During the pilot, the Product may be used only by Named Users for private, internal
purposes related to Licensee’s business. A Named User may not utilize the Product’s export functionality
during the pilot. Export permissions are only granted to Licensees purchasing a Product subscription
license. Unless Licensee purchases a Product subscription license prior to the conclusion of the pilot,
Named Users must destroy all content accessed in, and through, the Product. Licensee’s right to use theProduct during the pilot is completely stated in these Terms of Use and Pilot Documentation, and Licensee
has no other or any additional rights. In the event of conflict between these Terms of Use, Pilot
Documentation and this provision, this provision shall govern.
h. Product Previews. From time to time, CAS may temporarily make new or modified Product features,functionality, modules and content available to Licensee at no charge (“Product Previews”). Licensee andNamed Users may, but are not required to, to try such Product Previews. Use of Product Previews issubject to these Terms of Use.
i.

Information Use Policy. The CAS Information Use Policy is incorporated herein by reference. This Policy
may be changed at the discretion of CAS.

7.

KEY CONTACT. Licensee must designate at least one Named User for each Eligible Site to be a Key Contact.
Licensee will provide CAS with updated contact information immediately if a Key Contact is added or changed.
The Key Contact will serve as CAS’ first point of contact for any Named User questions or usage issues. If CAS
contacts the Key Contact regarding actual or potential unauthorized use of the Product by a Named User orunauthorized user under these Terms of Use, the Key Contact and Licensee will use their best efforts to assist CAS
in investigating and resolving such issues.

8.

GENERAL PROVISIONS.
a.

Mergers/Acquisitions & Divestures. Any company in which Licensee obtains a majority ownership may
not participate under the License without the prior written consent of CAS. If Licensee divests itself of amajority ownership in any Eligible Site, such Eligible Site may no longer participate under the License.

b. Ownership. The copyright and title to all property interests in or to the Product, including search queries
generated by a Named User and scientific information accessed using the Product, are in, and will remain
with CAS/ACS as owner. These Terms of Use do not grant Licensee any right of ownership.
c.

Confidentiality. Licensee and CAS both agree to keep all terms set forth in each Order confidential as if itwere each Party’s own confidential information.

d. Warranty and Liability Disclaimers. CAS warrants that (i) the Product, and any update(s) thereto, are freefrom significant defects in material and workmanship under normal use, and (ii) CAS has complete authority
to grant the rights and to undertake the obligations described in these Terms of Use without the further
consent of any other person or entity. CAS DOES NOT MAKE ANY ADDITIONAL WARRANTIES,EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. WITH RESPECT TO THE PRODUCT AND ALL
INFORMATION SUPPLIED TO LICENSEE OR ITS NAMED USERS PURSUANT TO THESE TERMS OF
USE, CAS DOES NOT WARRANT ACCURACY OR COMPLETENESS, IS NOT RESPONSIBLE FORERRORS AND OMISSIONS IN SEARCH RESULTS, DOES NOT REPRESENT THAT THE USE OF
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INFORMATION, PRODUCTS, OR SERVICES PROVIDED PURSUANT TO THESE TERMS OF USE WILLNOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD-PARTY, AND IS NOT LIABLE
FOR DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS) ARISING OUTOF ANY SERVICES RENDERED OR PRODUCTS PROVIDED, OR ANY FAILURE TO RENDERSERVICES OR PROVIDE PRODUCTS PURSUANT TO THESE TERMS OF USE, OR IN ANY WAY
ARISING FROM THESE TERMS OF USE OR USE OF THE PRODUCT.
As part of the Product experience, CAS may provide access to third party tools, software, and services,
including but not limited to application program interfaces (“Third Party Services”). CAS DISCLAIMS ANY
AND ALL LIABILITY, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES, WHETHER ORAL OR
WRITTEN, FOR SUCH THIRD-PARTY SERVICES. LICENSEE ACKNOWLEDGES, ON BEHALF OFITSELF AND ITS NAMED USERS, THAT NO REPRESENTATION HAS BEEN MADE BY CAS AS TO THE
FITNESS OF THE THIRD-PARTY SERVICES FOR THE LICENSEE’S OR ITS NAMED USERS’INTENDED PURPOSE.
e.

Privacy. Each Party acknowledges and agrees that both Parties may be required to comply with certain
data protection, privacy, and/or information security laws, rules, regulations, or guidelines enforced in thejurisdictions in which Licensee and/or Named Users utilize the Product related to the collection andprocessing of Personal Data, including, without limitation, the European Union General Data Protection
Regulation (the “Privacy Laws”). Licensee agrees that CAS may collect, use, and otherwise process
Personal Data in accordance with the CAS Privacy Policy, available at https://www.cas.org/legal andincorporated herein by reference. Each Party agrees to employ appropriate administrative, physical, andtechnical safeguards designed to protect the Personal Data submitted to CAS or otherwise processed
through the Product. Each Party shall promptly notify the other Party in the event of any unauthorized use,
disclosure, collection, or access of Personal Data (an “Incident”). Licensee acknowledges and agrees thatany such notification to impacted Named Users or other data subjects related to an Incident may be
performed through electronic communication directed to the email address associated with Named Usersor other data subjects, if known.

f.

Authority. The representative of Licensee signing the Order represents that they have the full and complete
authority to bind Licensee and all its included affiliates to these Terms of Use.

g. General Terms. Should any part of these Terms of Use be unenforceable, all other provisions will not beaffected. If either Party does not exercise any right provided for in these Terms of Use, this does not meanthat such Party waives the right to exercise such right in the future. Neither CAS nor Licensee may assign
or sublicense, without the other’s prior written consent, any rights, duties, or obligations under these Termsof Use to any person or entity, in whole or in part. Licensee must notify CAS in writing at least thirty (30) daysin advance of any change in ownership of Licensee. These Terms of Use shall be governed by the laws ofand interpreted by the courts of the District of Columbia of the United States of America. Licensee is
responsible for all risks and costs associated with its use of the Product, including, but not limited to, any
and all applicable taxes and duties, such as local, use, value-added, or sales taxes, and customs duties.
Licensee shall comply with all applicable U.S. export control and sanctions laws and regulations. Licensee
agrees to absolve CAS of any liability for breach of contract or any other legal or equitable claim if Licensee,
or any of its parent or subsidiary companies, or any of Licensee’s other affiliates, were to become subject to
U.S. sanctions/export control restrictions and such sanctions/restrictions were to prevent performance by CAS.
These Terms of Use may be changed at the discretion of CAS. In the event of any change that materially
impacts Licensee’s Product use, CAS will notify Licensee.
The foregoing GENERAL PROVISIONS shall survive the termination of Licensee’s Product access for any reason.
9.

TERMINATION. Licensee may not terminate Product access for convenience. Licensee’s purchase to accessthe Product represents a commitment by Licensee to pay in full all License Fees for the duration of the Term.
If either Party does not meet an obligation or promise made under these Terms of Use, the other Party may send
written notice of the breach, including a reasonable cure period of not less than five (5) business days. If thebreach is not cured, or if the Parties do not reach a satisfactory agreement on extending the cure period, then
the non-breaching Party may terminate the License effective immediately upon written notice. On the effective
date of termination of the License, the License granted to use the Product in these Terms of Use is immediately
revoked, and Licensee will have no rights to use the Product. Notwithstanding the foregoing provisions, theVersion 09/17/2024

License to use content accessed through the Product will remain in effect following termination until theconclusion of the research project for which the content is being used or after thirty-six (36) months, whicheveroccurs first. After such time, Licensee agrees to destroy the content and any remaining license to use the content
is automatically revoked.
The foregoing TERMINATION conditions shall survive the termination of Licensee’s Product access for any
reason.
10. NOTICES. Any notice(s) given under these Terms of Use may be sent by electronic or certified mail to theParty’s last known address.
11. ENTIRE AGREEMENT. These Terms of Use are the entire understanding between the Parties concerning the
subject matter hereof, supersede all prior representations and agreements, oral or written and, except asprovided herein, may not be modified unless in writing signed by authorized individuals of both Parties. A copyof Licensee’s Order shall have the same legal effect as an original. Any conflict between the Order and theterms contained herein shall be resolved in favor of the Order. If Licensee uses a purchase order in conjunction
with ordering or paying for the Product, the Parties agree that the terms of the purchase order will in no way
modify, add to, or delete anything in these Terms of Use or Licensee’s Order. ANY DISCREPANCY BETWEEN
LICENSEE’S PURCHASE ORDER(S) AND THESE TERMS OF USE WILL BE RESOLVED IN FAVOR OF
THESE TERMS OF USE.

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